[Eg-oversight-board] Fwd: The Evergreen Project Draft Corporate Documents

[Terran McCanna]

In Section 6.3, it does say that the bylaws may be amended upon approval by
2/3 of the board, so we should be able to adjust the term in section 3.4 to
be 3 years without any issues.

I'm a little confused on section 3.3 - is it essentially saying that the
Board will elect the Board members? I assume that we'll still proceed with
elections the way we normally do and then the board will formalize the
results with a vote?

Section 3.10 - we still need clarification on whether or not we can modify
this so that we don't necessarily need to "hear" each other during meetings.

Section 5.1 - we don't currently have an official Treasurer, although Galen
has been acting as such. Should we officially elect one?



Terran McCanna
PINES Program Manager
Georgia Public Library Service
1800 Century Place, Suite 150
Atlanta, GA 30345
404-235-7138
tmccanna at georgialibraries.org


On Mon, Apr 2, 2018 at 8:04 AM, Timothy Spindler <tspindler at cwmars.org>
wrote:

> Here are the draft documents for Evergreen incorporation.  Please review
> these and send any comments by next Monday, April 9.
>
> <http://www.cwmars.org>
>
> Tim Spindler | Executive Director | CW MARS
>
> tspindler at cwmars.org | 508-755-3323 x120 <(508)%20755-3323>
>
> http://www.cwmars.org
>
>
>
> ---------- Forwarded message ----------
> From: Donna Bacon <donna at mobiusconsortium.org>
> Date: Fri, Mar 30, 2018 at 4:50 PM
> Subject: Fwd: The Evergreen Project Draft Corporate Documents
> To: Timothy Spindler <tspindler at cwmars.org>
>
>
> Tim,
>
> Here are the first set of documents for creating the nonprofit.  I think
> we have an outcome neither of us thought about by not being a membership
> organization.  You don't have a membership to vote for Board members!
>
> Please see the email below.  Have the Board review the documents and let
> me know if you have any questions or changes.
>
> Donna
>
>
> -------- Forwarded Message --------
> Subject: The Evergreen Project Draft Corporate Documents
> Date: Thu, 29 Mar 2018 19:13:18 +0000
> From: Jennifer Beasley <jbeasley at jenkinskling.com>
> <jbeasley at jenkinskling.com>
> To: Donna Bacon (donna at mobiusconsortium.org) <donna at mobiusconsortium.org>
> <donna at mobiusconsortium.org>
> CC: Dale Hermeling <dhermeling at jenkinskling.com>
> <dhermeling at jenkinskling.com>
>
> Donna:
>
>
>
> Attached please find drafts of the initial corporate documents for The
> Evergreen Project:
>
>
>
> (1)    Articles of incorporation;
>
> (2)    Bylaws;
>
> (3)    Initial consent of incorporator;
>
> (4)    Initial consent of directors;
>
> (5)    Acceptance of directors and officers;
>
> (6)    EIN application; and
>
> (7)    Authorization to file the EIN.
>
>
>
> Note, pursuant to The Evergreen Project’s request, the nonprofit
> corporation has no members.  This means that the board (consisting of the
> individual directors) will elect the board members for the following year.
> The Evergreen Project will be controlled by the individuals elected to the
> Board and the organizations that each board member are a part of will not
> have rights to vote as an organization for The Evergreen Project corporate
> matters.
>
>
>
> Please let us know if you have any questions and, if the attached are
> acceptable to you, forward to The Evergreen Project for its review and
> approval.  They should *not* sign any of the documents at this time.
>
>
>
> Thank you,
>
>
>
> Jennifer
>
>
>
> Jennifer E. Beasley
>
> Jenkins & Kling, P.C.
>
> 150 North Meramec Avenue
>
> Suite 400
>
> St. Louis Missouri 63105
>
> (314) 721-2525
>
> (314) 721-5525 (Fax)
>
> www.jenkinskling.com
>
> [image: cid:image001.jpg at 01CB3967.024F3070]
>
>
>
> This email contains confidential information protected by the attorney
> client and other privileges and is intended for the addressee only. If you
> are not the addressee of this email or you have otherwise received this
> email in error, please call JENKINS & KLING at the number shown above, and
> destroy this email, retaining no copies.
>
>
>
>
> _______________________________________________
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> eg-oversight-board at list.evergreen-ils.org
> http://list.evergreen-ils.org/cgi-bin/mailman/listinfo/eg-oversight-board
>
>
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